DALLAS--(BUSINESS WIRE)--
Eagle Materials Inc. (NYSE: EXP) announced today that the Company has
entered into a definitive agreement with a subsidiary of CEMEX S.A.B. de
C.V. ("Cemex"), to purchase Cemex's Fairborn, Ohio cement plant, as well
as related assets, which include a distribution terminal in Columbus,
Ohio and a cement bagging operation. The cement plant has the capacity
to grind nearly one million tons of clinker annually.

The purchase price is $400 million, subject to customary post-closing
adjustments. Eagle anticipates certain tax benefits arising from the
transaction, the net present value of which is expected to be
approximately $50 million. The transaction is expected to close in the
fourth quarter of calendar 2016, or shortly thereafter, following the
receipt of required regulatory approvals. Calendar 2016 revenue and
EBITDA for the acquired assets is estimated to be $79 million and $33
million, respectively. The acquisition will increase Eagle's US cement
capacity by roughly 20% and is expected to be accretive to earnings
immediately post-closing.

Dave Powers, Eagle Materials Inc. President and Chief Executive Officer,
said the agreement represents a significant step in the company's growth
strategy. "Our strategy has been to grow the cement side of our
business. The Fairborn plant extends our US cement system and connects
but does not overlap with the market reach of our existing plants. This
high-quality cement plant is a compelling fit with our strategic
objectives and our criteria for new investment. These assets will allow
us to participate more fully in the US construction industry and further
positions the company in target US heartland growth markets."

Financial Terms

Eagle intends to finance the acquisition through a combination of cash
on hand and borrowings under its existing bank credit facility.
Following the close and financing of the transaction, Eagle is expected
to have a net debt to EBITDA ratio of no more than 2.0x.

This press release contains a non-GAAP financial measure, EBITDA, of the
estimated performance of the acquired assets. A significant portion of
the period for which an EBITDA estimate is provided will occur in the
future. In addition, the acquired assets are not operated by Cemex as an
independent business for which it prepares separate financial statements
and the estimate of EBITDA is not intended to reflect the results of
operations of the acquired assets if they had been owned and operated by
the Company. For these and other reasons, it is not feasible to provide
reconciliation of EBITDA for the acquired assets to the most comparable
U.S. GAAP measure. EBITDA generally reflects earnings, as adjusted to
exclude, among other things, the impact of interest income and expense,
depreciation and amortization expense, and income tax expense or
benefit. There are limitations in using non-GAAP financial measures, as
they are not prepared in accordance with generally accepted accounting
principles, and may be different than non-GAAP financial measures used
by other companies. In particular, we believe that the inclusion of
supplementary non-GAAP financial measures in this press release helps
investors to gain a meaningful understanding of core operating results
and future prospects of the acquired assets without the effect of these
other items, which would differ significantly in the case of Cemex as
compared to the Company. The non-GAAP financial measures included in
this press release are not meant to be considered superior to or a
substitute for results of operations prepared in accordance with GAAP.

Forward-Looking Statements. This press release contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, Section 21E of the Securities Exchange Act of
1934 and the Private Securities Litigation Reform Act of 1995.
Forward-looking statements may be identified by the context of the
statement and generally arise when the Company is discussing its
beliefs, estimates or expectations. These statements are not historical
facts or guarantees of future performance but instead represent only the
Company's belief at the time the statements were made regarding future
events which are subject to certain risks, uncertainties and other
factors many of which are outside the Company's control. Actual results
and outcomes may differ materially from what is expressed or forecast in
such forward-looking statements. The principal risks and uncertainties
that may affect the Company's actual performance include the following:
the cyclical and seasonal nature of the Company's business; public
infrastructure expenditures; adverse weather conditions; the fact that
our products are commodities and that prices for our products are
subject to material fluctuation due to market conditions and other
factors beyond our control; availability of raw materials; changes in
energy costs including, without limitation, natural gas, coal and oil;
changes in the cost and availability of transportation; unexpected
operational difficulties, including unexpected maintenance costs,
equipment downtime and interruption of production; material nonpayment
or non-performance by any of our key customers; fluctuations in activity
in the oil and gas industry, including the level of fracturing
activities and the demand for frac sand; inability to timely execute
announced capacity expansions; difficulties and delays in the
development of new business lines; governmental regulation and changes
in governmental and public policy (including, without limitation,
climate change regulation); possible outcomes of pending or future
litigation or arbitration proceedings; changes in economic conditions
specific to any one or more of the Company's markets; competition; a
cyber-attack or data security breach; announced increases in capacity in
the gypsum wallboard and cement industries; changes in the demand for
residential housing construction or commercial construction; risks
related to pursuit of acquisitions, joint ventures and other
transactions; general economic conditions; and interest rates. For
example, increases in interest rates, decreases in demand for
construction materials or increases in the cost of energy (including,
without limitation, natural gas, coal and oil) could affect the revenues
and operating earnings of our operations. In addition, changes in
national or regional economic conditions and levels of infrastructure
and construction spending could also adversely affect the Company's
result of operations. These and other factors are described in the
Company's Annual Report on Form 10-K for the fiscal year ended March 31,
2016 and the Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2016.These reports are filed with the
Securities and Exchange Commission.With respect to our proposed
acquisition of certain assets from Cemex as described in this press
release, factors, risks and uncertainties that may cause actual events
and developments to vary materially from those anticipated in such
forward-looking statements include, but are not limited to, the need to
obtain antitrust clearance of the transaction under the
Hart-Scott-Rodino Antitrust Improvements Act and other factors that may
create obstacles for or interfere with our ability to complete the
acquisition within the expected timeframe or at all, failure to realize
any expected synergies from or other benefits of the transaction,
possible negative effects of announcement or consummation of the
transaction, significant transaction or ownership transition costs,
unknown liabilities or other adverse developments affecting the assets
to be acquired and the target business, including the results of
operations of the target business prior and after the closing, the
effect on the target business of the same or similar factors discussed
above to which our business is subject, including changes in market
conditions in the construction industry and general economic and
business conditions that may affect us following acquisition.All
forward-looking statements made herein are made as of the date hereof,
and the risk that actual results will differ materially from
expectations expressed herein will increase with the passage of time.The Company undertakes no duty to update any forward-looking
statement to reflect future events or changes in the Company's
expectations.